TIDMECP
RNS Number : 5421H
Eight Capital Partners PLC
24 November 2022
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the UK Market Abuse Regulation. Upon the publication of the
announcement via a regulatory information service, this information
is considered to be in the public domain.
24 November 2022
Eight Capital Partners plc
("ECP", "Eight Capital" or "the Company")
Update on Fundraise: conversion of EUR 33.77 million of private
and listed debt
Eight Capital partners plc, the financial services operating
company that aims to grow revenue through businesses engaged in
"Fintech" operations including in the digital banking and lending,
and, asset and wealth management ("WealthTech") sectors, is pleased
to provide the following update on its up to GBP10 million placing
and broker option, and, debt conversion process (together, the
"Fundraise"), announced on 3 November 2022.
The Fundraise forms the next important step for ECP to progress
its stated strategy of becoming a significant Fintech operating
group and increasing its market capitalisation to more than GBP50
million. The Fundraise comprises three elements: (i) a conversion
option for existing bondholders ("Conversion Option"); (ii) a
broker option for existing shareholders ("Broker Option"); and
(iii) a placing to institutional and professional investors
("Placing").
The Conversion Option gives existing bond and debt holders the
opportunity to convert their debt holdings into equity on the same
terms as all other investors in the capital raise. This has been
well received amongst existing bondholders and the Company has
entered into conversion agreements with existing bondholders to
convert EUR3,850,000 of existing bonds into equity. As stated in
the Company's circular of 29 September 2022 ("Rule 9 Circular"),
IWEP Limited has completed the transfer of its shareholding and
receivables in the Company to Trumar Capital LLC ("Trumar"), a
company of which Dominic White and Susan White are the sole
members, such that there has been no change in the ultimate
beneficial owner as a result of the transfer. Trumar, as the
Company's largest shareholder and debt holder, remains committed to
converting debt held by it and it will therefore convert a further
EUR29.92 million of debt alongside the other converting
bondholders.
The total debt conversion of EUR33.77 million (approximately
GBP29.2 million at an exchange rate of EUR1.1547:GBP1) will be
converted on the same terms as the conversions set out in the Rule
9 Circular, resulting in the issue of 146,228,457,606 new ordinary
shares ("Conversion Shares") at the conversion price of 0.02 pence
per share and the granting of one for one warrants, which are
exercisable at 0.05 pence per share for a period of 12 months.
Following this conversion, the balance of debt outstanding in the
Company is EUR7,701,810. As a result of the significant number of
ordinary shares which have been and are to be issued as a result of
the debt conversions, the Company will seek to consolidate the
Company's issue share capital by way of a capital reorganisation at
the next general meeting.
The Broker option was put in place in order to offer existing
ordinary shareholders the opportunity to participate in the
fund-raise on the same terms as all other investors. Such
participation is subject to each shareholder's status. The closing
date for applications under the Broker Option was 5.00 p.m. on
Monday, 21 November 2022. There has been interest from some
shareholders although there were no finalised subscriptions by the
closing date. The Broker Option has now closed.
The Placing process to institutional and high net worth
investors is underway.
The Company will update shareholders further as any equity
placings and further debt conversions are completed.
Admission, Issue of Equity and Total Voting Rights
Application will be made for the admission of the
146,228,457,606 Conversion Shares to trading on AQSE Growth Market
("Admission") which is expected to occur on or around 30 November
2022. The new ordinary shares will rank pari-passu in all respects
with the Company's existing issued ordinary shares.
Following the issue of the Conversion Shares and the
participation by Trumar, a company beneficially owned by Dominic
White, a director, in the conversions, Trumar will be interested in
143,486,668,446 ordinary shares, representing 88.64 per cent. of
the Company's issued share capital on Admission.
Following to the issue of the Conversion Shares, the Company
will have 161,873,969,648 ordinary shares in issue. The Company has
no shares in treasury, therefore this figure may be used by
shareholders, from Admission, as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure and
Transparency Rules.
This transaction is the next important step in Eight Capital's
Transformational Growth Plan announced in September 2021. It
significantly expands the Company's balance sheet and positions it
well for the implementation of its Fintech strategy described in
detail in the announcement of 3 November 2022.
Eight Capital will now work on delivering the Placing and any
further debt conversions, while in parallel implementing the
Fintech strategy.
Dominic White, a director of the Company, is also a director and
the beneficial owner of Trumar Capital LLC, ECP's main shareholder.
Pursuant to AQSE Rule 4.6, the further conversion of debt by Trumar
Capital LLC, and the resulting issue of warrants to it, constitutes
a related party transaction.
For further information, please visit www.eight.capital or
contact:
Eight Capital Partners plc +44 20 3300 0715
Dominic White info@eight.capital
Luciano Maranzana
Cairn Financial Advisers LLP
AQSE Corporate Adviser
Jo Turner / James Lewis +44 20 7213 0880
Walbrook PR Limited +44 20 7933 8780 / +44 7768 807631
Paul Vann/Nick Rome eightcapital@walbrookpr.com
About Eight Capital Partners:
Eight Capital partners plc is a financial services operating
company that aims to grow revenue through businesses engaged in
"Fintech" operations including in the digital banking and lending,
and, asset and wealth management ("WealthTech") sectors.
ECP seeks to grow its group revenue in these high growth fintech
sub-sectors, which it expects to also increase in value, such that
they generate an attractive rate of return for shareholders,
predominantly through capital appreciation.
www.eight.capital
Eight Capital Partners operates two subsidiary businesses:
Epsion Capital:
Epsion Capital is an independent corporate advisory firm based
in London with an extensive experience in UK and European capital
markets. The team of senior and experienced ECM and M&A
professionals is specialised across multiple markets, sectors and
geographies and it prides itself on a commercial approach that
allows the clients to achieve their growth ambitions.
www.epsioncapital.com
Innovative Finance:
Innovative Finance is a corporate finance advisory business that
develops mergers and acquisitions and financing solutions across
multiple sectors, primarily in Europe, with access to international
transactions. It focuses on investments in Europe which are linked
to technological developments in the financial services industry.
www.innovfinance.com
Forward Looking Statements
Certain statements in this announcement, are, or may be deemed
to be, forward looking statements. Forward looking statements are
identi ed by their use of terms and phrases such as "believe",
"could", "should", "envisage", "estimate", "intend", "may", "plan",
"potentially", "expect", "will" or the negative of those,
variations or comparable expressions, including references to
assumptions. These forward-looking statements are not based on
historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of
operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof),
competitive advantages, business prospects and opportunities. Such
forward looking statements re ect the Directors' current beliefs
and assumptions and are based on information currently available to
the Directors.
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END
NEXEALFLAEDAFFA
(END) Dow Jones Newswires
November 24, 2022 09:05 ET (14:05 GMT)
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